Andrew M. Brophy
HEALTHCARE SERVICES GROUPAbout Andrew M. Brophy
Andrew M. Brophy, CPA, is Senior Vice President, Controller & Chief Accounting Officer at Healthcare Services Group, Inc. (HCSG), age 35, serving in this role since August 2024 after previously serving as VP, Principal Accounting Officer & Controller from November 2021 to July 2024, Acting Principal Accounting Officer since February 2021, Director of Accounting since November 2020, and SEC Reporting Manager since January 2018; prior to HCSG he was a Senior Consultant with Centri Business Consulting . In 2024, HCSG reported year-over-year improvement in revenues and net income, and disclosed 2024 returns of ROA 4.9%, ROE 7.9%, and ROIC 9.7%, framing the backdrop for management incentive outcomes . Brophy’s pay structure is primarily salary, a discretionary annual bonus, and time-based RSUs (no options/PSUs for 2024), with RSUs vesting 20% annually over five years to promote retention and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HCSG | SVP, Controller & Chief Accounting Officer | Aug 2024–present | Company-wide controllership and accounting leadership |
| HCSG | VP, Principal Accounting Officer & Controller | Nov 2021–Jul 2024 | Oversight of accounting policy and external reporting |
| HCSG | Acting Principal Accounting Officer | Feb 2021–Nov 2021 | Interim leadership of accounting function |
| HCSG | Director of Accounting | Nov 2020–Feb 2021 | Period close and policy execution |
| HCSG | SEC Reporting Manager | Jan 2018–Nov 2020 | SEC reporting and disclosure management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centri Business Consulting | Senior Consultant | Not disclosed (pre-2018) | Advisory/assurance support for clients |
| PwC | Assurance Services (early career) | Not disclosed | Audit/assurance foundation |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 239,918 | 11,416 | 2024 salary up 8.3% YoY reflecting expanded scope/promotion |
| 2023 | 221,481 | 10,817 | — |
| 2022 | 210,716 | 13,222 | — |
| Footnote | — | — | “All Other Compensation” includes automobile allowance, vehicle lease, and company contributions toward insurance premiums |
Performance Compensation
Short-Term Incentive (Annual Bonus)
| Year | Metric Structure | Target | Actual / Payout ($) | As % of Salary | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 | Discretionary (not formula-based; based on individual and company performance) | Not disclosed | 64,575 | 27% | Cash paid for 2024 performance |
| 2023 | Discretionary | Not disclosed | 64,575 | Not disclosed | Cash |
| 2022 | Discretionary | Not disclosed | 61,500 | Not disclosed | Cash |
- For Executive Management Team, annual incentives are tied to income before income taxes; Brophy (as CAO) is not part of the Executive Management Team and receives a discretionary bonus .
Long-Term Incentive (Equity)
| Grant Year | Grant Date | Instrument | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | 1/3/2024 | RSUs | 4,826 | 49,997 | 20% annually over 5 years from first anniversary |
| 2023 | Not disclosed | RSUs | Not disclosed | 49,996 | 20% annually over 5 years |
| 2022 | Not disclosed | RSUs | Not disclosed | 49,992 | 20% annually over 5 years |
- No stock options or PSUs were granted to Brophy for 2024; Messrs. Singh and Brophy did not receive PSUs for 2024 .
Outstanding Unvested RSUs at 12/31/2024
| Grant Date | Unvested RSUs (#) | Market Value at 12/31/2024 ($) | Valuation Basis |
|---|---|---|---|
| 1/3/2020 | 123 | 1,429 | Based on $11.62 closing price on 12/31/2024 |
| 1/4/2021 | 282 | 3,277 | Based on $11.62 |
| 1/4/2022 | 1,657 | 19,254 | Based on $11.62 |
| 2/24/2023 | 2,915 | 33,872 | Based on $11.62 |
| 1/3/2024 | 4,826 | 56,078 | Based on $11.62 |
Vesting mechanics: RSUs vest 20% annually on each anniversary of the grant date for five years; shares are issued upon vesting; accelerated vesting applies upon certain terminations following certain corporate transactions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,848 shares credited to his SERP account; less than 1% of outstanding shares |
| Components | SERP credited (unissued) shares: 3,848 |
| Stock Options | None outstanding for Brophy (no vested or unvested options shown) |
| Unvested Equity | See Outstanding Unvested RSUs table (service-based RSUs) |
| Ownership Guidelines | Company guidelines apply to CEO=6x salary and EVPs=2x salary; executives must reach within 5 years; all Executive Management Team members remain in compliance. Brophy is not listed among EVP/CEO guideline table . |
| Hedging/Pledging | Company prohibits hedging transactions by officers/directors; black-out windows apply; no specific pledging disclosure provided in the proxy excerpts . |
Employment Terms
- Employment agreements: The Company has no employment agreements with any NEOs (i.e., no special severance contracts) .
- Change-of-control: Double-trigger equity vesting under the 2020 Plan (vesting if awards not assumed, or if assumed and participant is terminated or resigns for good reason post-transaction) .
- Clawback: Nasdaq/SEC-compliant clawback policy applies to all executive officers; three-year recovery window on a no-fault basis upon a required accounting restatement .
- Anti-hedging and trading windows: Black-out periods around earnings; hedging transactions prohibited for officers/directors/key personnel .
- Golden parachutes/tax gross-ups: Company indicates “no employment agreements containing special severance payments such as golden parachutes” and “no gross-up payments” among pay practices .
Deferred Compensation
| Name | Exec Contributions (Last FY) | Registrant Contributions (Last FY) | Withdrawals | Aggregate Gains (Losses) (Last FY) | Aggregate Balance at 12/31/2024 |
|---|---|---|---|---|---|
| Andrew M. Brophy | 46,160 | 11,550 | (32,249) | 53,672 | 310,723 |
Performance Structure & Metrics (Context)
- Annual incentives for the Executive Management Team are tied to income before income taxes; Brophy, as Chief Accounting Officer, receives a discretionary annual bonus based on individual and company performance (not a formulaic metric) .
- Long-term incentives for the Executive Management Team include options, RSUs, and PSUs with PSUs tied to three-year relative TSR vs. the S&P MidCap 400; Brophy did not receive PSUs in 2024 and his LTI consists of service-based RSUs .
- 2024 company context: HCSG increased revenues and net income with ROA 4.9%, ROE 7.9%, ROIC 9.7% .
Governance & Compliance Notes
- Section 16 filings: In January 2025, one Form 4 reporting a phantom stock award for each of Messrs. Shea, Wahl, Kush, Bundick, Orr, and Brophy was filed late .
- Option practices: Company states no option repricing/backdating; independent compensation consultant engaged; majority of Executive Management Team pay is “at-risk” .
Investment Implications
- Pay-for-performance alignment: Brophy’s incentives are modest and largely service-based (RSUs) plus a discretionary cash bonus, limiting direct linkage to explicit financial KPIs; however, companywide results (e.g., income before taxes) drive the formulaic plan for the Executive Team, with the CAO treated separately .
- Vesting and potential selling pressure: Unvested RSUs across 2020–2024 grants (totaling 9,803 units shown for 2022–2024 plus earlier tranches) vest 20% annually, implying predictable, incremental share delivery; there are no options and no disclosed hedging, with black-out periods constraining trading activity .
- Retention risk: No employment agreement or special severance/golden parachute reduces exit costs but can elevate retention risk; the five-year RSU vesting horizon and 2024 promotion/salary increase support retention .
- Ownership alignment: Beneficial ownership is de minimis (<1%), comprised of SERP-credited shares; absence of options/PSUs (for 2024) lowers leverage to upside; clawback and anti-hedging provisions enhance governance quality .
- Overall: From an equity investor’s perspective, Brophy’s compensation and equity profile signal controlled dilution/limited selling pressure with steady service-based vesting and conservative governance features; strategic impact on value creation will be indirect via accounting quality, controls, and execution supporting broader company performance metrics disclosed for 2024 .